QuickLinks -- Click here to rapidly navigate through this documentAs filed with the Securities and Exchange Commission on May 3, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pharsight Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 77-0401273 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
800 West El Camino Real, Suite 200
Mountain View, California 94040
(650) 314-3800
(Address of principal executive offices)
2001 UK Employee Stock Purchase Plan
UK Company Share Option Plan
(Full title of the plans)
Arthur H. Reidel
President and Chief Executive Officer
Pharsight Corporation
800 West El Camino Real, Suite 200
Mountain View, California 94040
(650) 314-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brett D. White, Esq.
Thomas L. MacMitchell, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California
(650) 843-5000
CALCULATION OF REGISTRATION FEE
|
Title of Securities
to be Registered
| | Amount to be Registered
| | Proposed Maximum
Offering
Price per Share(2)
| | Proposed Maximum
Aggregate
Offering Price(2)
| | Amount of
Registration Fee
|
|---|
|
| Common Stock, par value $0.001 per share | | 330,000 shares | | $3.095 | | $1,021,350 | | $256 |
|
- (1)
- 130,000 shares to be registered pursuant to the 2001 UK Employee Stock Purchase Plan, and 200,000 shares to be registered pursuant to the UK Company Share Option Plan. This Registration Statement shall cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant's outstanding Common Stock.
- (2)
- Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on April 30, 2001 as reported on the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pharsight Corporation (the "Registrant") with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), on August 9, 2000.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock which is contained in a registration statement filed on August 4, 2000 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
As of April 20, 2001, GC&H Investments, an investment partnership composed of current and former partners and associates of Cooley Godward llp, owns 21,174 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, permits indemnification of officers, directors, and other corporate agents under certain circumstances and subject to certain limitations. The Registrant's Amended and Restated Certificate of Incorporation and Bylaws provide that the Registrant shall indemnify its directors, officers, employees and agents to the full extent permitted by the Delaware General Corporation Law, including circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the Registrant has entered into separate indemnification agreements with its directors and executive officers which require the Registrant, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from acts or omissions not in good faith or willful misconduct).
These indemnification provisions and the indemnification agreements entered into between the Registrant and its executive officers and directors may be sufficiently broad to permit indemnification of the Registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
1
ITEM 8. EXHIBITS
Exhibit
Number
| |
|
|---|
| 5.1 | | Opinion of Cooley Godward LLP |
23.1 |
|
Consent of Ernst & Young LLP, independent auditors |
23.2 |
|
Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement |
24.1 |
|
Power of Attorney is contained on the signature pages. |
99.1 |
|
2001 UK Employee Stock Purchase Plan |
99.2 |
|
UK Company Share Option Plan |
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the issuer pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference herein.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the
2
Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on May 3, 2001.
| | | PHARSIGHT CORPORATION |
|
|
By: |
|
/s/ ARTHUR H. REIDEL
Arthur H. Reidel
Title:President, Chief Executive Officer and Chairman of the Board |
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Arthur H. Reidel and Robin A. Kehoe, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
| | Title
| | Date
|
|---|
|
|
|
|
|
/s/ ARTHUR H. REIDEL
(Arthur H. Reidel) | | President, Chief Executive Officer and Chairman of the Board | | May 3, 2001 |
/s/ STEVEN D. BROOKS
(Steven D. Brooks) |
|
Director |
|
May 3, 2001 |
/s/ PHILIPPE O. CHAMBONE
(Philippe O. Chambone, M.D., Ph.D.) |
|
Director |
|
May 3, 2001 |
/s/ ROBERT B. CHESS
(Robert B. Chess) |
|
Director |
|
May 3, 2001 |
|
|
|
|
|
4
|
|
|
|
|
/s/ DOUGLAS E. KELLY
(Douglas E. Kelly, M.D.) |
|
Director |
|
May 3, 2001 |
/s/ DEAN O. MORTON
(Dean O. Morton) |
|
Director |
|
May 3, 2001 |
/s/ W. FERRELL SANDERS
(W. Ferrell Sanders) |
|
Director |
|
May 3, 2001 |
5
EXHIBIT INDEX
Exhibit
Number
| |
|
|---|
| 5.1 | | Opinion of Cooley Godward LLP |
23.1 |
|
Consent of Ernst & Young LLP, independent auditors |
23.2 |
|
Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement |
24.1 |
|
Power of Attorney is contained on the signature pages. |
99.1 |
|
2001 UK Employee Stock Purchase Plan |
99.2 |
|
UK Company Share Option Plan |
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTSIGNATURESPOWER OF ATTORNEYEXHIBIT INDEX
